


Turn and Face the Strange Ch-Ch-Changes

by StealyEyed



Category: Miraculous Ladybug
Genre: Adrien Agreste Is Sunshine, Adrien Agreste | Chat Noir Acts Like a Cat, Adrien Agreste | Chat Noir Loves Marinette Dupain-Cheng | Ladybug, Awkward Boners, Blow Jobs, Body Positivity, But Don't Pop a Boner, By Sunshine Child At Least, Crack, Crack Treated Seriously, Cuddling, F/M, Fluff, Flustered Adrien Agreste | Chat Noir, Futanari, Futanari Marinette Dupain-Cheng, Hand Jobs, Hot Mess Adrien Agreste, Hot Mess Marinette Dupain-Cheng, How Not to Hug an Attractive Person, I love you regardless of what body you have, Marinette Dupain-Cheng Needs a Hug, Non-Consensual Body Modification, Not Serious, Or "How I Stopped Worrying And Learned to Love My Penis", Protective Adrien Agreste | Chat Noir
Language: English
Status: In-Progress
Published: 2020-10-19
Updated: 2020-11-09
Packaged: 2021-03-09 05:21:46
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 9,499
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27109441
Author URL: https://archiveofourown.org/users/StealyEyed/pseuds/StealyEyed
Summary: Having been struck by a sex-based Akuma's power, Marinette finds her self-confidence shot to pieces.Largely because she now sports a shapely bulge in her tented pants.Can Adrien Agreste, or perhaps Chat Noir, help his princess learn to love her (new) self so that they can cleanse the akuma?Of course. After all,  he loves her ... as a friend, and is going to do everything in his power to make her feel beautiful, loved, and cherished.
Relationships: Adrien Agreste | Chat Noir/Marinette Dupain-Cheng | Ladybug
Comments: 59
Kudos: 126





	1. Chapter 1

Marinette was going to die. This was how she died, right now, sitting at her desk as the other students left for the day and Alya stroked her hair in parting, whispering, “I'm sorry girl.”

Die due to blood loss and embarrassment.

Although she had put on jogging pants this morning, rather than her usual black skinny jeans, that only made it worse.

The loose and billowy fabric that she'd worn... commando because she didn't want to feel her underwear was ... _tented_.

And she _had_ been tenting her pants ever since Adrien walked into class and smiled at her. Just smiled, and, _bam_! Instant _boner_.

Was this normal? It couldn't be. How did guys ... survive?

This thing between her legs wouldn't settle and forced her to ... _wo_ man-spread (?) all day because the – the - _they_ were heavy and sensitive and so – so hateful and ugly as _they_ dangled between her legs.

She had stared at it for ten minutes last night and – and it had gotten hard and thick and – and big with all of its hideous veins and pinkish-red spongy mushroom head, and peeling back foreskin, and low hanging hairless-

Ugh!

And she was still hard!

Adrien could never love her now, not that he was ever going to notice her when he was surrounded by literal supermodels all the time so she had nothing to offer him physically even before... before...

Before she _sprouted a lady-penis_ thanks to some carelessness on her part while fighting Hawkmoth's latest Akuma: X-Changer.

Totally false advertising because they didn't really change your genitals.

They just rearranged things so that you had both sets.

It... it was kind of crowded down there.

Adrien had to think that she was dis-

“Marinette,” came the concerned voice of the blonde-angel whom she knew so well, and her cock twitched at the sound and the scent of his cologne and natural musk that she had detected when she buried her face in his pillow or he sat next to her.

Oh, god...

Now she – she was getting just a little _wet_ too.

It took every ounce of Ladybug courage to raise her head from her desk to stare at her beloved prince who was just too good for her on her best days. His face was a blooming sea of gentle affection as he set down his bag and reached out a tentative hand to take hers, pausing to look into her eyes to see if it was okay.

 _He_ still was okay with _touching_ her, even if he could only do it while they were alone in an empty classroom.

He was too good for her alright.

Their fingers brushed, slow and easy, before he slid his hand under hers and took it in his own to guide her to her feet like she'd imagined him doing in, like, some mental fairytale ballroom scene when he was inviting her to dance and she wasn't a clumsy mess and didn't step on his toes.

Also she didn't have a Lady-dick...

“Can I hug you?" he asked slowly, testing her boundaries as he helped her to stand before him.

“You-” she swallowed back the tears. “You don't have to.”

His smile was so _Adrien_. So gentle and warm like the first flames of a sunrise, starting to evaporate the morning dew just as his smile dried her tears.

“I want to, Marinette, if you're comfortable with that.” He nodded slowly, hand trailing lightly over her arm in a soothing stroke that left her tingling. “If you think that it would make you feel better.”

She nodded back, and suddenly she was in his arms, held with reverent and desperate hands.

“I'm so, so sorry that this happened to you, Marinette, and I promise that whatever happens, all of your friends are going to be here with you to support you.” His gorgeous shamrock eyes locked with hers, open and shining with trust and affection while he squeezed her tight. “Whatever you need, you've got it.”

Oh, this lovely boy was going to be the death of her; not her... lady-cock. She all but withered in his hold, her legs giving way under the new swell of arousal commingled with heady, joyous relief and adoration. Like the everyday Chat Noir to her everyday Ladybug, as he dubbed her, he was there to catch her when she needed him, supporting her sagging body with a hug.

As he held her to him so that she could sniffle a little bit, eyes misting and little sobs building up in her throat because of the relief, he rubbed circles over her upper back and whispered nonsensical promises and kind words, assuring her that she'd be fine and that everyone cared for her so, _so_ much. She let his surprisingly strong and well-defined arms cradle her, shield her from the world, and for a few moments, it was like she was just a girl being held by the boy she loved and was growing to love even more because he was more perfect than perfect in how he accepted her.

How he didn't hate her and wasn't repulsed by her in his arms.

Problem.

 _Big_ problem.

...her – her lady-dick was _leaking_. Just the tip as she twitched _and_ it twitched while Adrien held her to his shockingly robust chest so that she could nose into his pecs and take in the sweet spice of his _Adrien Agreste The Fragrance_ scent and the odour of his flesh.

An unstable tremor rocked through him as he drew back to stare, wide-eyed, mouth blown open in shock. “Uh, Marinette are- are you?”

“Oh, _God_ , Adrien,” she panicked. “I'm so sorry! I didn't mean to- to-”

The weight of his body sagged against her, heavy and comforting, while he squeezed her to him, her- her cock sliding against his thigh in an explosion of ecstasy that had her reeling, pleasure drunk because hot damn that was like nothing she'd ever felt before.

“Marinette,” he soothed, cupping the back of her head and stroking through her hair, acting like he didn't mind that she was ... _hard_ for him. “It's okay. It happens to all of us sometimes. You can't control it.”

She wanted to believe that as her trembling body gave way to his insistent yet gentle hold and the way that he nuzzled the top of her head with his nose and took in her scent with deep, slow breaths.

Maybe that was true.

Maybe it was true because _HOLY SHIT SOMETHING WAS PRESSING INTO HER THIGH!_

She jerked back in his arms to stare, the awkward smile on his face never appearing so fetching as it did in that moment while his cheeks burned red.

“See,” he offered with a laugh. [“Totally natural. It just happens sometimes when you've got an adorable girl or a- a good looking guy in your arms.”](https://ibb.co/r0tVFT1) A frown crossed his face. “I-I hope that wasn't conceited.”

“No- not – not conceited at all, Adrien. I-” What were you supposed to say when a guy popped a boner in your arms after feeling your Lady-dick poking him?! “I'm flattered.”

Probably not that, but- but she was. _Adrien_ thought she was sexually attractive despite her new body.

“See, this is why, no matter what body you have, you're still you. Just as kind, and brave and generous as you've always been.” His lips moved along her scalp for just a moment before he trailed down to kiss her forehead, leaving her a great puddle of stammering blush.

“T-thanks, dadrien- Adrien, not like you're a dad or I want you to be my daddy, even if you could be my daddy if you wanted to – but that's silly because you're not old enough to be my daddy. But what I mean is that I- I have to see my dad because he needs help in the bakery today so I'm cock- knock – _not_ going to be able to stick it in you – I mean stick around _with_ you for very long even though it is really long, and I- _I have to go now, kaythanksbye_!”

And with that, she tore herself from those warm, sweet arms and hightailed it out of the class, using her school bag to cover the erection that was just about as long as the one she felt swelling up inside Adrien's pants.

Adrien could only stare at the doorway through which Marinette had exited, forlorn and somewhat hopeless. The memory of – of that thick rod of flesh in her pants hot and hard against his thigh...

She just looked so broken because of his failure. If Chat Noir had done his job, she wouldn't be suffering like this, which made every tiny drop of pain that flooded her body entirely his fault – his responsibility.

Or, rather, Chat Noir's responsibility.

If Adrien telling her that she was still beautiful and wonderful and a perfect human being and the best friend that anyone could ask for who smelled like a bakery and home and made everyone laugh with her cute blushes and mousy meeps wasn't enough....

Well, then, Chat Noir would have to pick up the slack and protect that precious girl.

Marinette had to get back to being the bubbly and wonderful girl he lo- _liked_!

Until he and his Lady dealt with that Akuma, Chat Noir would make sure of it.

Chat Noir would help her to get comfortable with her beautiful body, just the way it was.


	2. Chapter 2

**Summary for the Chapter:**

> Chat Noir gets a strange message from Ladybug, and checks in on Marinette.

Adrien returned home from school still caught up in the lingering sense of guilt that was only assuaged by Marinette's desperate hug. It made him feel like he was actually doing something to help her when all of _this_ was his fault.

Much of the late afternoon and early evening progressed as usual, as he ate a healthy but lonely meal with Nathalie popping in only briefly to inform him of his schedule for the weekend. He was also expected to devote at least one hour to practice for his next recital for his father.

Homework, followed by piano, followed by a transformation into Chat Noir because he had a friend to care for, and no one would check up on him, no matter how late he returned.

A message was waiting for him when he unhooked his baton from his belt, ready to hit the Parisian night.

_Bugaboo: Hey, Chat. You remember that girl that I asked you to look after when you fought the Evillustrator: Marinette Dupain-Cheng? I caught up with her on a solo patrol tonight, and she wants to talk to you. Could you go see her?_

He and his Lady were surely meant for one another if they thought in sync like that.

As if true love needed any more confirmation.

It took no time at all to reach the Dupain-Cheng bakery after sending a confirmation text over to his Bugaboo. As he pole-vaulted onto a nearby rooftop, he was able to gaze down onto the Dupain-Cheng rooftop balcony and his heart swelled up with cocky-kitty pride as he hugged himself while thinking about how warm Marinette had felt in his arms.

Affixed to the roof, out of sight of the foot traffic and concealed from most nearby windows, was a massive, hastily-constructed banner that read _Thanks Chat!_ Marinette was waving up at him, having already seen him. She had just stood up from a small table that was laden with pastries and the buttery-embodiments-of-temptation that Tom Dupain called his croissants.

Seduced by Marinette's smile – because you could totally like a friend's smiles like that when they seemed to brighten up the evening like a sunrise – and the sweet smell of forbidden fruit – by which he meant pastries and croissants, of course, model diet and all – Chat leapt down to her roof.

Then his heart stopped for a minute before kicking into overdrive when Marinette almost soared into his arms, all softness and smells sweeter than her foodstuffs and a bulge that was just kind of crushed into his leg, though she didn't seem to notice either instance of swelling as they grew.

Like he said: not his fault. A guy ... or a girl who had that kind of equipment, akuma victim or otherwise, couldn't help that, and there was nothing wrong with either.

"Whoa, there, Marinette!" Chat reeled back as Marinette nuzzled his chest. "What's going on?"

"Thank you, Chat." She garbled into his leather costume, hands almost squeezing the air out of him.

"What'd I do, Marinette?"

She pulled back from his arms, smile radiant, but he kind of whined a little bit because she had felt really warm against him and ... and cats needed to recharge on hugs frequently. Their purrs ran on hug-powered batteries, or so he understood.

"You know exactly what you did, you mangy cat, and that's why-" he yelped when she nearly tore his arm off, her face set with a determined but adorably happy smile, and dragged him over to the table - "I'm going to stuff you like a Christmas turkey."

_Yes please!_

... What?

She gestured to the myriad pastries, still holding his hand

Oh. With pastries.

That was good.

That was totally what he'd been thinking about.

Right.

_You keep telling yourself that._

What?

"Um, not that I wouldn't love to scarf down around a thousand of your best pastries, Marinette, but isn't – I mean, uh-" His head shook as she forced him down into a seat at the table and then slid in beside him to start piling a plate with croissants (she was an angel). Nonetheless, she was a bit of a whirlwind and he had to get off the ride.

But not, like, get the ride off or get off _on_ the ride, or ...

_Screw you, brain!_

"What is going on?" he asked, grabbing her wrist as she tried to shovel what appeared to be an apple tarte onto the mound of other goodies.

Marinette rolled her eyes and him, but slowed down. When she relented, he released her hand, only to be surprised by her reaching out to pat his pec... though that didn't stop him from flexing to try to show off.

The way her eyes widened appreciably and her fingers squeezed just a little bit (and her thighs squeezed together a little bit more) told him that his hours in the gym were totally worth it.

Because those pecs would totally impress Ladycock – uh, Lady _bug_.

Yeah.

He loved Ladyc- _BUG!_

Lady _bug!_ Whom he loved.

He wasn't trying to show off to Marinette and he really wasn't checking out her sleep pants to see how the outline of something that he wasn't looking at in any way was growing more pronounced.

A gentleman didn't do that kind of thing.

Marinette picked up a macaron and nibbled on it like a cute little mouse that he really wanted to eat.

Friends could want to eat other friends.

He learned that from having no friends while being home-schooled.

"When I got home," Marinette began, putting her hand to his thigh and was that too close to little chat or not close enough, "there was a social services official speaking with my parents about counselling services that were opened up for all of the victims of the latest akuma. The mayor pushed through an emergency act to free up funds. Just knowing that is- it makes a huge difference."

Chat began to sweat lightly.

"Well, good for him for being proactive for once," he said. "That'd be enough to get my vote."

"Kitty." She drew back, rolling her eyes. "I know what you did. She mentioned that Chat Noir himself had talked to the mayor into it."

At least she didn't know about Adrien Agreste speaking with Monsieur Bourgeois and implying that his father's support in the upcoming elections was directly related to his proper handling of this situation.

"Oh." Hopefully his smile wasn't becoming too awkward and abashed. "She knew about that?"

"Apparently the Mayor wanted people to know, and I hope that _everyone_ in Paris knows that you are the best hero this city could have."

"While your praise and adulation are entirely warranted," he boasted while tearing up a croissant and stuffing it into his mouth, "'e 'owe Ladybub'-" he swallowed "- has me beat."

Marinette was kind enough to forgive him for talking with his mouth full, and she clearly understood the mumble.

"Not from where I'm sitting, Chat. She mucked up, and you're cleaning up the mess since she couldn't stop this latest akuma."

"That's not the case at all, Marinette." His guilty paws dug into a poor, innocent croissant. He didn't deserve such praise when he'd let her down so badly. "We're both at fault for this. Mostly me."

"Nonsense. And even if it was true, I don't see Ladybug petitioning the mayor for mental health services."

"I just ... want everyone to feel good about themselves and the bodies they have because... I have this friend whose father wants him to keep up a ... really hard diet." He fidgeted in his seat, strumming his claws on the table to work out excess energy as he looked to her adoring face that gave him strength to go on. "I know it's nothing compared to your situation, but I see how he has to be perfect, like- like Ken-doll perfect. Not too muscly or too thin. One pound too heavy or too light and it's like the world is going to end. I don't want people to feel like – like they aren't good enough because of their bodies."

"Oh, kitty," Marinette sighed, putting a hand to his exposed neck and giving him a heavenly scritch. "That- that's so sweet of you. I didn't realize that you knew people like that."

"But it's not just that, Marinette," he purred as she hit just the right spot. He had to be careful; he was already losing himself to that bliss.

"What do you mean?"

"I mean, sometimes, it's okay to – to not be alright with your body."

"Sure. If you're not happy with your weight or something you should be motivated to work on it. It's not always healthy to be completely fine with how you look. We should always want to improve ourselves, but it has to be for ourselves."

"True. How else would I get like this?" He showed off his guns, which had her loosing a snarky laugh as she shoved him in the face, and he preened until he had to go back to being honest. Being Adrien for a moment. "But I was thinking about that friend of mine. You, uh, you know him."

Interested, she leaned in, setting down her own half-eaten croissant.

Should he? His flapping mouth made the decision for him.

"His name's Adrien Agreste."

"You know Adrien?" she almost shrieked, glancing around the rooftop as if she was afraid that his alter-ego was going to pop out from the bushes to molest her. Sad. She hadn't seemed to mind his hugs this afternoon. Had he crossed a boundary? He had to make it up to her.

"Yeah. I stop by his room sometimes for a chat. See, this one time, he told me about a girl he worked with-"

Marinette frowned when he said 'girl' and leapt in at that point.

"Is that the girl he's in love with?"

"Uh. No." He waved her off with a hand. "She was sweet, but it's not her."

"Oh," she muttered, not looking entirely eased for some reason, but he couldn't understand why she'd be either relieved or anxious. "Sorry. Go on."

"Like I was saying. She- she was really kinda brave, I guess, and when he met her, she was going to do a special photo shoot because she wanted everyone to know... that she was comfortable with her body. It was important for her to show people that, but- but it took a long time for her to get that way. She wasn't always."

"Uh." A hand rose to Marinette's brow. "I'm not sure I follow, Chat."

"What I mean, is that she- It's okay if you feel like you can't get comfortable with this. We'll set everything right, and even if I want you to feel good about yourself, you don't have to. No one is saying that you should be alright with... this. If who you are doesn't really fit with your body, you know? That's okay too."

She seemed to mull over that for a while, picking at her croissant and taking a sip of juice while he fiddled with his claws.

"Yeah, Chat. I – I guess that makes sense. I mean, I don't want to compare myself to her, because it's not the same, and I'd never pretend to understand, but- I get what you're saying. And you're right. I don't have to like being stuck like this." Her face darkened. "Being hideous."

"Marinette," Chat said, having to hold back a scoff because he didn't want to make it seem like he was invalidating her feelings, even as he admired the rounded curves of his friend's face and the rosiness of her cheeks and brilliant blue eyes, all the same and just as adorable as they ever were even though she was downcast. "You're gorgeous."

"Please, Chat." The croissant in her hand hit the table. "You've done enough. You don't need to lie too."

"I'm serious, Marinette," Chat insisted even more vehemently when she stood and clenched her hands. "I wouldn't lie to you about that."

"Yes," she deadpanned without hesitation. "You really would."

"Okay. Maybe I would lie to make someone feel better, but I'm not."

"Stop it," she sulked, pulling away, trying to escape, heading for the hatch to her room.

It felt like she was leaving him, and didn't trust him to be honest.

"It's true!" he cried, rising to follow her even as she winced and shrunk. "You're beautiful, and cute, and hot-" That might have been too much honesty. "And- and"-"

And she whirled on him, face aflame, the fire wiping away all the joy and happiness and the smiles that he should have realized were only vaguely real because he knew how to tell himself a lie that he was trying to convince himself was the truth.

"Oh, yeah! Well take a look, then, and tell me if this is so beautiful!" With that, thumbs slipping under the elastic waistband of her sleeping pants, she tugged downwards so quickly that he didn't even have time to look away out of an instinctive desire to preserve her modesty.

...

She was wearing boy-shorts.

Like. Boxers.

Her underwear hugged her surprisingly shapely hips and billowed out around her thighs, making them seem slender and highlighting the fine lines of muscle. The outline of her cock, completely at odds with her womanly shapeliness most assuredly did not have him trembling, hot, desperate, dry-mouthed, or hard because...

With her flushed, defiant face _challenging_ him to not be revolted as she seemed certain he would, little cracks appearing in her façade that showed just how panicked and desperate she was, he knew there was only one thing to do.

Because this was all about her.

Gliding over to her, he took her trembling hands in his own and drew them away from her pants, letting them fall to the ground forgotten. His clawed hand ran up and down her arms in an effort to ease out the mannequin-like stiffness of her limbs as he leaned in, tentative, assessing her reactions as she stared up at him in disbelief.

"Marinette," he began slowly, making sure she was listening and watching, her eyes seemingly fixed on the slow motions of his lips. "No matter what, I don't think its possible for you to be anything other than the beautiful girl you are."

That seemed like a more gentlemanly and supportive thing to say than 'I now have a kink for girls wearing boys' underwear and might also just _possibly_ like dicks,' although both were equally true.

He went on to fill his tummy with pastries and they chatted about the latest superhero films and _Say Yes to the Dress_ , which they both loved because she was a designer and he was a bit of a romantic dork who loved weddings.

The smile she gave him as he left was small, but Adrien knew that one too.

That one was actually real.

A solid first step. Tomorrow, he would try to help her take another.   
  
At least, if Hawkmoth's akuma didn't show up again before then so that he and his Lady could set all this right.   
  
Either way, he'd keep on lending a helping hand to his good friend Marinette. 

**Notes for the Chapter:**

> Gratuitous smut starts next chapter when kitty continues to lend a helping hand to his princess.


	3. Chapter 3

**Summary for the Chapter:**

> Adrien starts to do some research when he realizes that Marinette's Lady-Dick is really looking and feeling really rather... appetizing. 
> 
> He finds that he truly is willing to do anything for his princess if it will help to make her feel beautiful again.

**Notes for the Chapter:**

> It seems that I lied. Given the length of this chapter (I can't stop writing crack! thirsty Chat), the smut (and (im)pure smut at that) is going to appear next chapter. My apologies.

The next several days passed in a blur of normalcy that plastered over the strangeness that was their lives.

Not that their lives hadn't been strange already.

Marinette's mood was improving; the discussions with a counsellor were helping, and he hoped that he was too.

He had to be ever-vigilant in class, and shut down Lila with a few carefully worded ~~threats~~ comments about his “friendship” with her and her position relative to his father's company to get her to back off from Marinette, who was too precious and fragile, like a fine porcelain cup, to be bothered with ... _things_ like Lila.

Still, he was distracted. Hawkmoth's akuma was nowhere to be found, and Adrien's performance in school was beginning to suffer with his new schedule. His days were spent trailing after Marinette, trying to bolster her spirits, his evenings on patrol without Ladybug – who was supposedly carrying out her own investigations – during which he tried to track down X-Changer, and his nights...

Well, the nights actually made things bearable. While Adrien was helping Marinette in school, warding off Lila, sitting as close as she would allow, holding her hand, and giving her all the increasingly less awkward hugs she could stand to remind her that her body was the exact opposite of unpleasant, Chat Noir was visiting her at night.

Ever since she'd given him half of an outraged eyeful, she'd been a bit of a blushing mess, but he was plying her with compliments, and roses – Yellow! For friendship! – and chocolates, and copies of his favourite anime that they could watch together. Slowly, she started to let him touch her too without flushing, until she broke completely and they were all over each other, cuddling up a storm. It seemed as if she was as touch-starved as him, needing someone to hold her gently just as much as he needed to be held.

There was a problem, though.

He felt like shit.

Because it had finally become obvious to him as she was falling asleep in his arms while watching Sailor Moon and she shifted her hips until her ... stiffy was laying hot against his thigh and his motorboat purr died in his throat and he started to swell up inside of his pants...

He was sexually attracted to her.

And her lady-cock too.

His research into the matter had him stumbling over Hermophroditos, a Greek fertility deity, who had the beauty of a woman but vigour and strength as great as any man. That kind of fit Marinette, although all that bakery-girl muscle had actually left her _stronger_ than any non-superhero, man or woman, that he knew.

His approach was high-minded. Objective. Detached. Analytical.

Then he hit the futanari porn...

Given his love of anime, it was only a matter of time.

As he _stared_ at that image of a girl masturbating while ... masturbating, his hand had instinctively travelled to his pants to tug down his zipper, and he barely registered Plagg's squawking, “ _Fuck it! I'ma out!_ ” as he took off to bury himself in Adrien's dirty laundry, a hiding spot he would vacate when Adrien's soiled pants were added to the pile.

And while Adrien was stroking himself, he had thought about what Marinette would look like doing exactly _this_ and suddenly he lost control of his hand, fisting his cock as hard and fast as he could until his entire body trembled, every muscle bursting with pins and needles, and an arching jet of cum spurted out from his cock and splattered over his keyboard, even catching the bottom edge of his computer screen.

Clearly he had mighty powerful pelvic striated muscles.

Also, he'd been a little backed up.

That only made the guilt worse.

Masturbating to the thought of Marinette, that is. Not being backed up.

Because what would it look like in _real_ life on the _real_ Marinette who was sweet and kind and caring and adorable and loving and generous and beautiful and pretty and insert any affirming adjective you can think of _here?_

What would it feel like?

... what would it _taste_ like?

Now, he was laying out on her chaise again while she hummed at her sewing desk, caught up in her work, and he was dying because her shirt had ridden up and all he could think about was that creamy expanse of skin at the small of her back and the way her cock had felt every time he'd hugged her today ... which was forty-two times because her hugs kind of felt like the answer to life, the universe, and everything.

“Hey, Chat?” The query dragged him out of his reflections on the numerical perfection of hugs.

“Yeah, Marinette,” he replied, tensing up in fear that she might have rumbled him.

“How do you deal with it?”

“Deal with what?” he chuffed while settling himself back on her chaise and hoping that she wouldn't turn around and see that his pants were bulging slightly.

“Your-” she sighed and rubbed her forehead as she swivelled in her chair to face him. “Your cock?”

Deal with his cock? Frequently and furiously with lots of lube because cats had nine lives and each orgasm was only a _little_ death so stamina was not his problem.

Probably not what she meant.

But if she needed tips...

“Ugh.” He chortled while steepling his claws together in a show of innocent contemplation. “What exactly do you mean?”  
  
“I mean, the guy I like is being really supportive in school. He's there for me all the time ever since _this_ happened, just like you really.” She rose and stretched, hands to her lower back as she arched forward and now her boobs were pronounced and were they always that succulently large? “It's like he's always making an excuse to hug me or hold my hand – or – or just be near me.”

Who was hanging around Marinette all the time and how could he have missed them for so long? That just wasn't fair! She was _his_ friend! Clearly he wasn't spending enough time with her, or paying enough attention to her, if he'd been so oblivious to her crush's extensive attention.

Why was he growling?

Unclenching his teeth, he coughed to dislodge the irritation in his throat, but found it unaffected.

“Well, that sounds kind of nice, Marinette, if you like this guy, but I don't get how that's related to my-” he cleared his throat - “cock.”

“You let me know if this is TMI, but, honestly, I- I'm hard almost every second.” She shook her head and, as she joined him on her chaise lounge, glanced down at her crotch, as if her lady-dick was, at the moment, being sus af.

Silly. Chat knew that Lady-dicks were the epitome of innocence and sweetness and tastiness. Nothing suspicious about them at all!

_... what?_

“He's just so sweet and thoughtful, and I think that being around him all the time has given me a little bit of a weird connection between sex and the combined scent of his cologne and that weird musky Camembert undercurrent to his smell.”

Camemb-

_OH SHIT SHE'S TALKING ABOUT ME! ABORT EVERYTHING!_

“Oh, really? Camembert you say?” he laughed like a psychotic lunatic, leaping to his feet so that he could angle his body towards the window and hide how he was twitching and bulging noticeably at the thought. For the first time in his life, he hated the fact that he was of above average length – not like he had a fifteen inch porn-penis, but he had checked the national average and measured himself because every guy does that.

“Yeah. I mean, it's getting almost impossible to deal with it. I'm walking around bow-legged and in agony every day. Do you have to deal with that?”

Did she think that guys talked about the state of their dicks regularly or something?

Obviously the issue she described regularly arose for him. He got the occasional half-chubby while hugging Marinette, and only his extensive nocturnal rod-polishing was enough to prevent him from pitching a tent all day.

“Well, most guys my age have to ... deal with it every night, you know?”

“Oh, so it's a pretty common problem?” Her pleasantly confused hum had him looking towards her again, and he was shocked to find her close. Too close, coming up right beside him so that her warmth had his legs tingling, nearly weak.  
  
“Yeah,” he croaked, trying and failing to keep his voice level when she stood next to him and glanced out the window as if curious as to what he was looking at. “Especially when you're with an adorable girl or – or a good looking guy, I guess.”

Her face blossomed with a blush that crept up her nose and almost washed out her freckles.

“I get that, for sure,” she said while reaching up to trace a finger over his leather cat-ear and melt him into a relaxed kitten puddle that she slopped over to her chaise so that he could splatter all over her and her chaise in a completely non-sexual way despite his stiffy. She giggled while he purred. “That's why I was doing it every night until this happened.”

“Oh?” he murdered, snuffling at her thigh.

“Yeah. That guy I was telling you about?” He enjoyed the little huff, like a thirsty pant, she loosed above him, and let her manoeuvre him so that his head was on her lap. Was it sick that laying over the heat of her ... lady-dick was like curling up in a sunbeam? “Totally hot stuff.”

“You- you did that while thinking about him?” he asked through his purr, and thrilled in a languid, half-conscious way at the way she jerked when he rubbed his cheek into her crotch and belly. The slow strokes of her hand just felt _too_ good...  
  
“Sure, Chat,” she muttered as if she was deep in thought. “It's just... healthy sexuality, right?”

What was this strange emotion? Relief, relaxation, and horniness? Horelief? No. That sounded like he was going to be helping needy prostitutes. Reliness? Relaxorniness?

Bleh. Portmanteau were harder than puns.

Marinette masturbated while thinking about him.

He sighed, eyes drifting shut as he welcomed the incoherent swirl of thoughts and blackness. So he _wasn't_ an asshole for having done the same. They were even.

“Oh, well. That's all you have to do, then,” he murred in a stupor, kneading at her thighs like she was a ball of dough to be turned into tasty-hot bread.

“I- I can't.”

What was she talking about, the silly-billy?

“Sure you can, Mari,” he yawned and nuzzled, breathing in her calming sweet and now musky scent as he soaked in the sun and the heat lulled him, along with her scriches. “You can do anything. You're so amazing.”

“I really don't think that I can do that, Chat. It- It's just too weird,” she mumbled. Bliss enveloped his head, tingling joy trickling down his throat and spine like streams of water when she started stroking his chin. He started butting his head against her soft, warm belly, kneading away with his paws.

“I can do it,” came the immediate chuffing slurry of a response.

She froze up and he was a little golden-haired angel-kitten falling from heaven to smack face-first into the river of molten sulphur-shame that was reality.

“What?” she squawked while squirming her hand out from under his head. He jerked to a seated position so that he could look at her blanched face.

“Uh. I'm sorry. I- what was I saying?” Oh, his grin was absolutely monstrous, he was sure, as he played with his neck.

“You'd... touch me?” she breathed, hand covering her mouth, creases of shock pinching up her brow.

What the hell was he talking about? Touch her? As in her... Lady-cock? Was that what they were talking about? Yeah. He would, but he couldn't when he'd like it too much.

“Uh, oh. Sorry, Marinette. Just – just forget I said anything.” The way she deflated and dug her nails into her pretty, smooth, and still washed out cheeks nearly made him choke.

Her hand flopped to her lap.

“See.” Chat hated the bitter smile on her face almost as much as he hated himself in that moment. “I knew that you found... _it_ disgusting. Sorry, Chat. That... that was really insensitive of me.”

Embarrassment was nothing compared to Marinette's suffering. He was meant to absorb life's blows. Never let it be said that Chat Noir wouldn't happily take a pounding for his ladies.

“Marinette, that's not it at all.” Her body was soft and pliant as she melted into him without hesitation. He drew her into his arms and rediscovered life, the universe, and everything. “I just don't want to take advantage of you.”

The bridge of her nose pinched up, and he loved that glimmer of _Marinette_ as she should be. “That's kind of a chauvinistic attitude, Chat. Like I need to be protected from myself by some _big, strong man_ ,” she scoffed, voice dripping with sarcasm like a heavily-aroused lady-dick would with precum.

Oh, God! Could he stop thinking about her Lady-dick for a second?

“That's not it at all, Marinette,” he sighed, hand smoothing along the soft skin at her shoulder, trailing the strap of her sleep shirt as he became enthralled by the clusters of freckles. He- he had to be honest, didn't he? To be fair? “I just know that I wouldn't be doing it for you alone.”

“What does that mean?”  
  
“I mean, if I... helped you, then- I'd really enjoy it too.” Was his smile kind of creepy while he tried to look anywhere but her no-doubt disgusted eyes?

“I ...don't follow, Chat.”

Oh, why did she have to be so adorably oblivious and obtuse? As he pulled back from her so that she could get a good look at precisely what he meant, a clawed finger gestured towards his crotch.

Her eyes blew wide. “Uh, Chat?” She looked up at his face, cheek twitching just a little. “Did you just get hard at the thought of ... jerking me off?”

“No,” he clarified, strumming his finger on his thigh. “Hard _er_.”

“Y-you'd _like_ to touch me like that?”

“I'd get to make you feel good and beautiful, just like you are.” His hand found her thigh; even as he sought to skirt the heated bulge between her legs, he couldn't help but stare. There was just something about the strained curve of flesh that was so tempting when framed by thick, feminine thighs. “And – and I _would_ like it.”

Tension seemed to build between them as she pondered his statement. He could only hope that she wasn't secretly disgusted by his interest. A needy little whine burst from his lips and he held her more tightly, arm curling around her stomach. After spending the last several nights warm and laughing and cuddly in her attic room, he – he couldn't _live_ with himself if she thought he was disgusting!

Finally, she answered.

“Please?” Her mouth barely moved when she spoke, but the sound came through clearly in his twitching cat ears when she looked up at him, expression uncertain, as if she feared ... exactly what he did.

“What?” he said, caught in stunned disbelief.

“It- it really hurts, and I can't do it myself, and – and more than that I... I _want_ to feel beautiful,” she whispered while leaning her head down towards his chest, hiding her face. Her hair was smooth and silky against his chin when he raised his hand to pluck out her hair ties so that – so that she'd be even more beautiful. Clean strawberry shampoo scent flooded his nose.

“Marinette,” he whispered while pulling back to take in her vulnerable expression, the flitting eyes that were hazed and only half focused on his chest. All of this pain and uncertainty was – was his fault. He had to take responsibility for it. “If you're sure, then – then I'd do anything that you want. Anything that you need to make you feel better, and if you want to stop, or if there's something that makes you uncomfortable, you just say the word.”

She put her hand to his cheek, seemingly surprised for a moment as she fingered the soft, thin stubble on his chin, as if she hadn't expected to feel skin, and he couldn't stop himself from pressing into her touch like a needy puppy.

“Chat,” she said slowly, the steel and fire in her eyes so comforting because it was like she was all the support and warmth in the world rolled up into a single person and there was not the least hint of uncertainty or fear in her, “there's no one in this world who I trust more than you.”

That killed him.

There was no defence against that.

For her, and because he wanted it so badly he could taste her skin even as he breathed, holding her hand against his cheek, he could do it.

“Okay, Marinette,” he sighed. “Whatever you need, but if you ever want to stop, or slow down, or- or if anything at all is wrong, let me know, okay?

She nodded, and they began.


	4. Chapter 4

**Summary for the Chapter:**

> Chat lends his princess a hand, but both of them quickly lose sight of what they were trying to accomplish. 
> 
> They find a way to finally shut Chat's punning mouth and Chat is the first one to learn to stop worrying and love the Lady-dick.

**Notes for the Chapter:**

> So, yeah. This is all just sub!Chat porn involving him thirsting over Lady-dick and finishing all his milk like a good kitty. 
> 
> Given how Marinette reacts to his alter-ego, Dom! Adrien may just show up in the near future.

He had taken her in his arms and laid her out lengthwise on her bed, the comforter softer than her chaise. It gave them more space to spread out. Desperation and embarrassment had her eyes half-shut as she shivered at his gentle touch, and it made her look so vulnerable and needy. With a blush staining his face, reaching up under his mask, Chat admired the incongruity of her.

Her nipples were just barely visible through her loose shirt, capping her breasts, and she had let him strip off her pants so that all she wore on her ... lower body was a pair of grey boxers.

The fabric deformed with her erection, jutting into the air.

He had to let her loose - had to see.

A nod was all the permission he needed to curl his fingers around the waistband of her boxers and pull them down her shapely thighs. Her cock dragged down, caught for a moment, before bouncing back upwards to strain towards her skylight as she watched him, so open and honest and clearly desperate to not see disgust in his face.

He brightened like a child opening up a much-longed-for Christmas present.

It was almost too much for Chat to take in – almost too much for him to believe – as he watched Marinette hunch her hips, the thick and heavily-veined cock thrusting up feebly into the air as if instinctively she was desperately trying to find something to fuck. The bulbous shaft was tipped with a heavy, red head that was already leaking, dribbling, _pouring_ really! All at the thought of what he was going to do. His mind told him that her writhing and the great tremors that raced through her cock were somehow unnatural – that he shouldn't find it so damnably alluring that he could almost taste her on the air as he panted and wondered which was more beautiful: those delicately soft orbs between her legs or the glistening, wet lips that were spreading open, half-hidden behind them as he leaned in to get a closer look.

“Please, Chat!” Marinette whined, her pouty pink lips that looked so flushed and engorged with need trembling as she groped for Chat's hand, trying to pull him towards her cock. “I need this. It _hurts_ and – and make me feel beautiful again, _please_!”

But of course she _was_.

Thrilling and straining in his costume, he reached forward for a moment before recognizing that the clawed-gloves on his hands would be less than pleasant, so with a few quick and awkward motions, careful not to cut himself in his haste to feel the heat of Marinette's pulsing shaft in his hand, he used his left hand to trim around the wrist of his right gauntlet and then tug it off.  
  
Her cock was warm and soft in his palm as she screwed up her face and panted, as if trying to hold back from gasping at the forbidden and strange pleasure.

A few experimental and feather-light jerks, his fingers barely touching her broke that resolve, had her gasping and a sumptuous moan burst from her lips. With a grin because she was feeling good, he slicked his bare thumb over her head, spreading the copious dribble of precum.

Shouldn't he have been hesitating? Uncertain?

She bucked and writhed and screamed silently because he knew what that would do from personal experience, and she was so beautiful, cock and all.

Nope. Kagami was completely right. No hesitation in anything.

Originally, he'd intended just to ease her into masturbating and maybe let her take over for him after a few minutes, but he couldn't let go and the smell of her, and the desperate contortions she made while he slowly stroked her cock were too much. He had to taste her!

She watched him with blown eyes as he leaned in towards her twitching shaft, enthralled by the redness of the head, the thick veins that ran its length, the curved ridge that ran up to the urethra and the salty-musky smell that had his head swimming. She could have stopped him, and he was watching for any sign of discomfort. A signal that she didn't want this, but she licked her lips and he couldn't hold back any longer.

The tip of his tongue hit the base of her, right above her balls, which he was cradling and fondling with his bare hand to make this as pleasurable as he could for her because if it was – if it was and if he was good, then maybe she'd let him do this again!

The way her hips leapt off the bed only encouraged him to press his tongue in fully, the salt and musk bursting in his mouth, leaving him thirsty, and drag a long, slow lick up the length of her that had her trembling and biting down on her hand, flushed and broken, when he flicked the sensitive head of her.

He was right. Lady-dicks were the epitome of innocence, cuteness, and tastiness.

Purring and mewling deep in his chest like a contented kitten, he relished the time spent between her legs, snuffling up to the little cleft between her balls and rubbing the tip of his nose to the base of her cock. They were thick and heavy against his chin and he drew in shuddering breaths as he pumped her slowly, getting her shaft nice and slick while she bucked and whimpered at the alien sensation of having her dick stroked. The musky sweetness of her precum alongside the odour that wafted up from the heated wet lips between her legs almost had him delving lower, but instead he restrained himself to angling his head and beginning to hungrily kiss the exposed, hairless balls.

“You smell so good, Mari,” he hummed, causing her to shudder as the vibrations sank into her balls and, surely, her quivering cunt as well. The half-drunk praise had Marinette staring down at him in stunned disbelief, jamming her teeth into her lip as she clutched at the sides of her while he suckled at the base of her penis and then swirled his tongue over her balls.

Accidentally-on-purpose, he couldn't tell because he was lost in the feeling of rough, almost pebbly skin in his mouth and the contrast with the smooth expanse at the base of her cock, he might have caught the edge of her pussy.

“Oh, god!” Marinette gasped, her pretty bluebell eyes darkening and beginning to glaze over and Chat wanted to see that look every day – the look that told him he was doing so _good_ for her and making her _feel_ good and that he was wanted and desired and needed. “ _Don'tstopChatplease!”_

As he enjoyed the twitches that raced through her cock and had it trembling against his cheek and the increasingly salty flavour of her, he couldn't believe how much he loved this – loved this feeling of power over her as he broke her down and popped one of those sweet, succulent orbs into his mouth to roll it with his tongue and suckle it lightly while he splayed out between her legs on the mattress and brought her thighs over his shoulders. They squeezed, trying to bring him in closer to her.

Was he gay? Could even a bi guy like sucking and fondling a pair of balls this much?

Shit. He had to do this with somebody else to find out.

It was a feast for all of his senses as she rocked into his hand, scalding hot against his palm, and the noises she made, desperate coos and inarticulate pleas, made him puff up with pride at the sinfully divine thrill.

“Chat- Chat! You mouth feel so good!” the girl whimpered. “More, _please_!”

“Do you want me to suck your cock, princess?” he murmured between kisses to her scrotum, slowing the gentle tugs of her cock. _Oh, god, where had that confidence come from and please say yes!_

A keening cry of frustrated pleasure rang out through the room, her back arching upwards, nearly taking her off of her chaise and tugging painfully at his neck when her legs tightened again, pulling his mouth back to her balls. Even from behind her twitching cock, weeping red and drooling a trail of precum that smeared his hand, he could see her eyes and her face – like Ladybug's: demanding, certain, uncompromising, eyes like ice but warm.

“Chat,” she ordered, teeth set tight, and he almost would have winced had he not been so thrilled when her hand wound into the blond mop of hair and she tugged him upwards, bringing his lips to the level of her twitching cock head. “Suck my cock.”

He stared at it for a moment, lips quivering, fluttering against the head and it had her groaning in pleasure. There was nothing that he could do to stop himself from responding with a reciprocal grunt when his tongue flicked out, rough and nimble, to test the flavour of the slit, sending a shiver of ecstasy through him at the taste, salty and slightly bitter.

The thick scent of her need was strongest here and the fat, mushroom head of her penis gleamed in the light thanks to the slick of precum.

“Good kitty,” Marinette enthused, her hand now petting lightly at his blonde hair, running patterns through it and playing with his kitten ears. “Such a good Kitty.

The strain inside the skin-tight material of his pants was nearly enough to kill him. He wanted to be a good kitty, melting into her touch as he very nearly came just from the friction against the leather while he humped her bed awkwardly.

Was this a praise kink?

If so, sign him up.

As he palmed his own cock through his thick leather pants, Marinette was watching him, hazy and smug. He braced his hand against her naked thigh while desperately trying to lick and suckle at every exposed inch of her pulsating cock. There was no way that he could have been more wanton as she playfully nudged him lower, her hands to the back of his head, hips gyrating so that she rocked deeper into his mouth. A helpless moan escaped him at the flavour of her Lady-dick as she fucked his mouth so gently.  
  
“Uh- so good, Chat!” Her whine had him harder, but that was nothing compared to the sight of her breasts when she scooted forward and tugged off her shirt so that she could begin rolling and pinching her firm nipples, all pretense and shyness completely gone

The sensation of his hand rolling quickly against his own cock while he humped like a dog, trying to create more friction with the slick and soft not-leather of his costume that was so delightfully yielding was heaven. It cradled his dick, the material smooth as he rubbed against it, like the softest mouth imaginable.

Fuck, he wanted to be in her mouth – to have them both in each other's mouths. It was like an addiction that left his head swimming with the taste and smell of her and the soft cock-flesh against his tongue

“You – you like my lady-cock?” The question spilled out, half jeering and all desperate need.

 _Yes_ , he said with his eyes, screwing them up to look her right in those wide bluebell irises and with desperate swirls of his tongue because he couldn't take his mouth away!

“Suck it, Chat! Finish me,” she crooned as if she was someone else entirely.

His world was hot, hard lady-cock and everything aside from his own frantic attempts to grope himself to an orgasm was wiped away when her hands tightened in his hair as she slammed her hips forward in a violent surge. And suddenly, she lost herself to the same sick pleasure that already had him delirious, hunching her hips forward as she began to pound herself into his throat, burying his nose into her thick thatch of pubic hair again and again as she forced his head down to match each sloppy, shuddering thrust.

Her eyes were screwed up into her head, almost pure white, as the pulsating length of her bottomed out in his throat, her balls to his chin. His throat bulged and undulated and _fuck_ was that good even as he choked though not nearly so much as he would have imagined.

Maybe that was a miraculous side-effect; he was built to compliment his everyday Ladybug, and god did he hope so because they were doing this again! She came down his gullet and he swallowed it down eagerly, the release several lingering spurts into his belly.

When she pulled back, leaving just a hint of semen in his mouth, the musky milk spilling out over his bruised lips, he finished without warning, contorting. The little mewling kitten whined and begged while she patted his head with an unsteady hand and his cum oozed out around his crotch, balls, and belly, even trailing down his legs as it got caught up against the tight material of his pants.

She sighed in relief as she settled back onto her bed, propping her head up with a pillow while fondling his ears. It felt so good, his own erection swelling up again inside his sticky costume. He had made his princess feel good, and beautiful, and relieved. She praised him and cooed, scratching at his ears so gently and coaxing him on while he lapped up the remnants of her release, tongue trailing down her balls and swirling over her deflated shaft, bathing her.

When satisfied, though still hard and thirsty – but priorities dictated that Marinette came first in more ways than one – he crawled up her body and cuddled her to his chest . You could totally do that after you got off inside your super-hero costume because you'd enjoyed sucking off your female friend's dick so much and were still really horribly sticky.

Totally normal kind of situation.

“Oh, _Kitty_.” She was blown out, feeble, hardly able to clutch on to him or pet him properly. “That was _so_ good. Your- your _mouth_ was so good. Have you-” She huffed and swallowed. “Have you done that before?”

“It was my first time.” He tried not to grin too hard. “But if you need me to do it again – to help you of course! -- just ask!”

He really shouldn't have let himself fall asleep with her, and the taste of cum in his mouth was starting to become a little unpleasant – also he ignored the research that he had conducted for no reason that had informed him that you should really brush your teeth after giving head – but he couldn't help but drift off while they cuddled each other.

His last thought before he was embraced by happy dreams was that with all the progress that Chat Noir had made in boosting Marinette's spirits, Adrien was going to have a lot of hard work to do in order to try to catch up.

Well, tomorrow was another day.

**Notes for the Chapter:**

> Thoughts regarding the porn? In-depth character analyses? 
> 
> Thanks for reading, and I hope that you enjoyed the shift from Crack to pure porn, which is kind of the balance that I was going for overall in this work.

**Author's Note:**

> I hope that you enjoyed my depiction of Marinette being a horrible stuttering mess thanks to her ... "Lady-dick." Both Adrien and Chat Noir are going to have their hands (and other things) full (of Lady-dick) teaching Ladybug and Marinette how to love themselves. 
> 
> Original Source for the "Chat Noir and Ladybug: How to Hug an Attractive Person" meme that also applies:  
> https://caprette.tumblr.com/post/136648485333/parody-of-the-oatmeals-how-to-hug-an-attractive
> 
> Work Title (Not really applicable):  
> https://www.youtube.com/watch?v=pl3vxEudif8&ab_channel=ArthurQuintard
> 
> Most chapters are going to be quite short and will involve gratuitous futanari smut and more disaster Marinette.


End file.
